OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
The Scotts Company
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(Name of Issuer)
Common Shares, without par value
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(Title of Class of Securities)
810 186 106
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(CUSIP Number)
Rob McMahon
c/o Hagedorn Partnership, L.P.
800 Port Washington Blvd.
Port Washington, NJ 08540
with a copy to:
Richard L. Goldberg
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 28, 2000
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(Date of Event which Requires Filing of this Statement)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
<PAGE>
SCHEDULE 13D
CUSIP No. 810 186 106 Page 3 of 5 Pages
NAME OF REPORTING PERSONS
1 Hagedorn Partnership, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): EIN 11-3265232
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SOLE VOTING POWER
SHARES 7
BENEFICIALLY 13,044,631
OWNED BY
EACH SHARED VOTING POWER
REPORTING 8
PERSON WITH -0-
SOLE DISPOSITIVE POWER
9
12,802,989
SHARED DISPOSITIVE POWER
10
241,642
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
13,044,631
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
42.0%
14 TYPE OF REPORTING PERSON*: PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page of 5 Pages
<PAGE>
By this Amendment No. 3, Hagedorn Partnership. L.P. (the
"Partnership") further amends and supplements the responses to Items 2, 4 and 7
of its Statement on Schedule 13D, as heretofore amended (the "Schedule 13D"),
filed with respect to the common shares, without par value (the "Shares"), of
The Scotts Company, an Ohio corporation ("Scotts"). Capitalized terms not
otherwise defined have the meanings set forth in the Schedule 13D. The
Partnership disclaims that the adoption of the Liquidity Plan required the
filing of this Amendment No. 3 under Rule 13d-2 promulgated under the Securities
Exchange Act of 1934, and is filing this Amendment No. 3 on an anticipatory
basis.
Item 2. Identity and Background
The information set forth in Schedule I filed with Amendment No. 2 to
the Schedule 13D is hereby amended to state that James Hagedorn was appointed
President and Chief Operating Officer of Scotts in April 2000. James Hagedorn
and Katherine Hagedorn Littlefield are directors of Scotts.
Item 4. Interest in Securities of the Issuer
The General Partners have adopted a plan to provide the partners of the
Partnership with the opportunity, if they so elect from time to time, to achieve
a modest level of diversification of individual resources and some liquidity
with respect to a portion of their respective interests in the Shares and
Warrants held by the Partnership. Pursuant to this plan (the "Liquidity Plan"),
among other things, an aggregate of 750,000 Shares will be distributed pro rata
to the holders of general and limited partner interests in the Partnership
(excluding the holders of the Class G limited partner interests) prior to June
30, 2002, and an additional aggregate of 750,000 Shares will be distributed pro
rata to such holders prior to June 30, 2005. Until December 31, 2005, none of
the Shares so distributed may be sold or otherwise transferred by the recipients
without the prior consent of the Partnership, and the Partnership will hold
irrevocable proxies to vote and give consents with respect to such Shares.
The Liquidity Plan also provides that each of the six General Partners
may, if he or she so elects from time to time, cause an aggregate of up to
226,598 Shares (for a total of 1,359,580 Shares) to be sold by the Partnership
for the account of, or distributed by the Partnership to, the holders of general
and limited partner interests of the same class as are held by such General
Partner (each, a "Class of Interests"), during the approximately five-year
period ending December 31, 2004, subject to certain restrictions, including
annual Share limits, applicable securities law restrictions and the prohibition
of any sales or distribution if, after giving effect thereto, the Partnership
would hold Shares representing less than 25% of the total number of Shares of
Scotts then outstanding. No Shares have been sold or distributed pursuant to the
Liquidity Plan as of the date of this Amendment No. 3.
Under the Liquidity Plan, the Partnership is to exercise in full the
Warrants, which represent the right to purchase an aggregate of 2,933,358 shares
of Scotts Common Shares, through one or more cashless exercises (i.e., by having
Scotts withhold upon exercise that number of Shares having an aggregate market
value equal to the aggregate exercise price of the Warrants then being exercised
in lieu of paying the exercise price in cash) prior to the expiration of the
Warrants on November 19, 2003, and sell or distribute the Shares received upon
exercise for cash as soon as possible after such exercise.
The Liquidity Plan may be amended or terminated at any time by the vote
of the General Partners in accordance with the Partnership Agreement.
<PAGE>
Item 7. Material to Be Filed as Exhibits
The following additional exhibits are added to the Schedule 13D:
(d) Amended and Restated Agreement of Limited Partnership,
dated as of June 16, 1995, of Hagedorn Partnership,
L.P.
(e) Series A Warrant to Purchase Common Shares of The
Scotts Company (Included as Annex B to the Merger
Agreement Filed as Exhibit (a)).
(f) Series B Warrant to Purchase Common Shares of The
Scotts Company (Included as Annex C to the Merger
Agreement Filed as Exhibit (a)).
(g) Series C Warrant to Purchase Common Shares of the
Scotts Company (Included as Annex D to the Merger
Agreement Filed as Exhibit (a)).
(h) First Amendment, dated as of September 21, 1999, to
Amended and Restated Agreement of Limited Partnership
of Hagedorn Partnership, L.P.
(i) Second Amendment, dated as of July 28, 2000, to
Amended and Restated Agreement of Limited Partnership
of Hagedorn Partnership, L.P.
(j) Liquidity Plan adopted as of July 28, 2000 by the
General Partners of Hagedorn Partnership, L.P.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 5, 2000
HAGEDORN PARTNERSHIP, L.P.
By:/s/ Katherine Hagedorn Littlefield
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Name: Katherine Hagedorn Littlefield
Title: General Partner
